United States District Court, D. Oregon
C. BERG DANIEL C. PETERSON Attorneys for Plaintiff
JOSEPH PEDERSEN, LAURA E. ROSENBAUM, JOSEPH A. KROEGER Snell
& Willmer LLP Attorneys for Defendants.
OPINION AND ORDER
J. BROWN UNITED STATES DISTRICT JUDGE.
matter comes before the Court on the Motion (#15) to Compel
Arbitration and, in the Alternative, Transfer Venue filed by
Defendants Patrick Welberg, Scott Starr, and Academy Mortgage
Corporation and Plaintiff Guild Mortgage Company's Motion
(#30) for Preliminary Injunction. The Court is satisfied the
record is sufficiently developed such that oral argument
would not be helpful.
reasons that follow, the Court construes that part of
Defendants' Motion (#15) titled Alternative Motion to
Transfer Venue as a Motion to Dismiss without prejudice,
GRANTS that Motion, and DENIES as moot that part of
Defendants' Motion (#15) titled Motion to Compel
Arbitration. The Court also DENIES as moot Plaintiff's
Motion (#30) for Preliminary Injunction.
following facts are taken from Plaintiff's Complaint and
the parties' materials filed in connection with the
Motions and are undisputed unless otherwise indicated.
is a mortgage-banking company with its principal place of
business in San Diego, California, and with branches located
in Oregon and other states.
Welberg and Starr are former employees of Plaintiff. Welberg
began working for Plaintiff in approximately April 2011 and
eventually worked as a branch manager in Plaintiff's Lake
Oswego, Oregon, office. On June 6, 2012, Welberg signed a
Non-Producing Branch Manager Employment Agreement with
Plaintiff. On October 30, 2014, Welberg signed an Employee
Confidentiality and Non-Disclosure Agreement with Plaintiff.
began working for Plaintiff on approximately June 23, 2011,
and worked as a branch manager in Plaintiff's
Wilsonville, Oregon, office. On June 23, 2011, Starr signed a
Producing Branch Manager Employment Agreement with Plaintiff.
On July 15, 2015, Starr signed an Employee Confidentiality
and Non-Disclosure Agreement with Plaintiff.
October 17, 2016, Plaintiff terminated Welberg's
employment for performance reasons. Welberg immediately went
to work for Academy. Academy is also a mortgage-banking
company with its principal place of business in Utah and
branches located in Oregon. On November 7, 2016, Starr
resigned from employment with Plaintiff and also went to work
November 15, 2016, Plaintiff filed its Complaint in this
Court. Plaintiff alleges Defendants Welberg and Starr
violated the terms of their Employment and Non-Disclosure
Agreements by using Plaintiff's confidential information
to solicit Plaintiff's employees to work for Academy.
Plaintiff asserts claims against Defendants for injunctive
relief, breach of contract, intentional interference with
business relations, and misappropriation of trade secrets.
November 23, 2016, Defendants filed a Motion to Compel
Arbitration as to all of Plaintiff's claims. In the
alternative, Defendants seek to transfer venue of this case
to the United States District Court for the Southern District
of California. On February 2, 2017, Plaintiff filed a Motion
for Preliminary Injunction.
March 30, 2017, in the course of its consideration of the
pending Motions, the Court requested the parties to file a
joint supplemental memorandum that clarified their positions
as to the meaning of the forum-selection language in the
Employment Agreements. On April 7, 2017, the parties filed a
Joint Supplemental Statement (#125) providing their
of the explicit forum-selection provisions in the Employment
Agreements that may govern the determination as to which
court should resolve Defendants' Motion to Compel
Arbitration and Plaintiff's Motion for Preliminary
Injunction, the Court will first address Defendants'
alternative Motion to Transfer Venue.
motion to transfer venue is governed by 28 U.S.C. §
1404(a), which directs the Court to “weigh the relevant
factors and decide whether, on balance, a transfer would
serve ‘the convenience of parties and witnesses'
and otherwise promote ‘the interests of
justice.'” Atlantic Marine Const. Co. v. U.S.
Dist. Court for W. Dist. of Texas, 134 S.Ct. 568, 581
(2013)(quoting 28 U.S.C. § 1404(a)). When, however, the
parties' contract contains a valid forum-selection
clause, the “enforcement of valid forum-selection
clauses, bargained for by the parties, protects their
legitimate expectations and furthers vital interests of the
justice system.” Atlantic Marine, 134 S.Ct. at
581 (quoting Stewart Org., Inc. v. Ricoh
Corp., 487 U.S. 22, 33 (1988)). Accordingly, a valid
forum-selection clause should be given “controlling
weight in all but the most exceptional cases.”
Atlantic Marine, 134 S.Ct. at 581.
valid forum-selection clause applies, the Court's
analysis under § 1404(a) is modified in three ways:
“First, the plaintiff's choice of forum merits no
weight and the plaintiff bears the burden to establish that
transfer to the forum for which the parties bargained is
unwarranted”; second, the Court “should not
consider arguments about the parties' private
interests” because the parties “waive the right
to challenge the preselected forum as inconvenient or less
convenient”; and third, “the transfer of venue
will not carry with it the original choice-of-law
noted, in their alternative Motion to Transfer Venue based on
the terms of the Agreements, Defendants contend (1) all of
Plaintiff's claims asserted against them are subject to
arbitration; (2) in the alternative, the proper forum for
resolution of these matters is the federal court in San
Diego, California; and (3) Plaintiff has waived any right to
a jury trial on its claims.
response Plaintiff contends (1) its claims are exempt from
arbitration pursuant to the terms of the Agreements; (2) its
claims are not subject to the forum-selection clauses of the
Employment Agreements and, therefore, are properly filed in
this Court; and (3) even if the forum-selection clause is
applicable, the proper forum would be a California state
court in San Diego, California. The Court notes Plaintiff
also concedes the Court should strike Plaintiff's request
for a jury trial.